What did Archer Aviation Inc. (ACHR) announce regarding vendor share issuances?

Archer Aviation announced a prospectus supplement covering the resale of 8,261,273 shares of Class A common stock previously issued to vendors as payment for services and goods. These Vendor Share Issuances had been previously described in Archer’s quarterly and annual reports.

Archer Aviation (NYSE: ACHR) vendors get green light to sell shares

Q: How many Archer Aviation (ACHR) shares are covered by the new prospectus supplement?

The prospectus supplement covers the resale of 8,261,273 shares of Archer Aviation’s Class A common stock. These shares, called Resale Shares, were issued to vendors on or about August 17, 2026 under stock purchase agreements in connection with Vendor Share Issuances.

Q: Did Archer Aviation (ACHR) receive cash proceeds from the issuance of the Resale Shares?

Archer Aviation states it did not receive any cash proceeds from issuing the 8,261,273 Resale Shares. The shares were issued to vendors in exchange for services rendered and/or goods purchased, functioning as non-cash consideration rather than a traditional cash financing.

Q: Which registration statement covers the Archer Aviation (ACHR) Resale Shares?

The Resale Shares are included under Archer Aviation’s Registration Statement on Form S-3 (No. 333-284812) . The company filed a prospectus supplement under Rule 424(b), which forms part of this registration statement and addresses the vendors’ potential resale of those shares.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Archer Aviation Inc. (ACHR) disclosed that it has filed a prospectus supplement related to shares of Class A common stock issued to certain vendors in exchange for services and/or goods. These issuances, referred to as the Vendor Share Issuances, had been previously described in Archer’s periodic reports.

The prospectus supplement covers the resale of 8,261,273 shares of Class A common stock (the “Resale Shares”) that were issued to vendors on or about August 17, 2026 under stock purchase agreements. The Resale Shares were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, and Archer states that it did not receive any cash proceeds from this issuance. The prospectus supplement forms part of Archer’s existing Registration Statement on Form S-3 (No. 333-284812).

Filing Explained

The issued vendor shares increase total share count and can reduce existing holders’ percentage ownership, while resale registration does not show a completed sale.

The company reports that 8,261,273 vendor shares were issued on or about August 17, 2026; the prospectus supplement registers their resale, while the filing does not report that resale as completed.

That issuance is structurally dilutive: issuing additional shares increases total share count and, absent offsetting changes, reduces existing holders’ percentage ownership.

8-K Event Classification

3 items: 3.02, 8.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Resale Shares: 8,261,273 shares Warrant Exercise Price: $11.50 per share Class A Par Value: $0.0001 per share +2 more

5 metrics

Resale Shares 8,261,273 shares Shares of Class A common stock issued to vendors and covered for resale

Warrant Exercise Price $11.50 per share Exercise price of each whole warrant for one share of Class A common stock

Class A Par Value $0.0001 per share Par value of Archer Aviation’s Class A common stock

Registration Statement Number 333-284812 Form S-3 registration statement referenced for the prospectus supplement

Prospectus Supplement Filing Date August 18, 2026 Date Archer Aviation filed the prospectus supplement related to the Resale Shares

Key Terms

prospectus supplement, Registration Statement on Form S-3, Section 4(a)(2) of the Securities Act, Vendor Share Issuances, +1 more

5 terms

prospectus supplement regulatory

"filed a prospectus supplement pursuant to Rule 424(b) under the Securities Act of 1933"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Registration Statement on Form S-3 regulatory

"forms a part of the Company’s Registration Statement on Form S-3 (No. 333-284812)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Section 4(a)(2) of the Securities Act regulatory

"The Resale Shares were issued in reliance on Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Rule 424(b) regulatory

"filed a prospectus supplement pursuant to Rule 424(b) under the Securities Act"

Rule 424(b) is a U.S. Securities and Exchange Commission requirement that companies file the exact prospectus or prospectus supplement they use to sell securities after a registration statement becomes effective. Think of it as the official posting of the final sales brochure so investors can see the precise terms, risks and use of proceeds; it matters because it ensures transparency, helps investors compare offerings and confirms the issuer complied with disclosure rules.

FAQ

How many Archer Aviation (ACHR) shares are covered by the new prospectus supplement?

The prospectus supplement covers the resale of 8,261,273 shares of Archer Aviation’s Class A common stock. These shares, called Resale Shares, were issued to vendors on or about August 17, 2026 under stock purchase agreements in connection with Vendor Share Issuances.

Did Archer Aviation (ACHR) receive cash proceeds from the issuance of the Resale Shares?

Archer Aviation states it did not receive any cash proceeds from issuing the 8,261,273 Resale Shares. The shares were issued to vendors in exchange for services rendered and/or goods purchased, functioning as non-cash consideration rather than a traditional cash financing.

Under what securities law exemption were Archer Aviation (ACHR) Resale Shares issued?

The Resale Shares were issued in reliance on Section 4(a)(2) of the Securities Act of 1933. This exemption generally applies to transactions not involving a public offering and is often used for privately negotiated issuances, such as Archer’s Vendor Share Issuances to certain vendors.

Which registration statement covers the Archer Aviation (ACHR) Resale Shares?

The Resale Shares are included under Archer Aviation’s Registration Statement on Form S-3 (No. 333-284812). The company filed a prospectus supplement under Rule 424(b), which forms part of this registration statement and addresses the vendors’ potential resale of those shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/18/2026 - 04:14 PM Accepted by SEC EDGAR 08/18/2026 - 04:13 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 2026

Archer Aviation Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-39668

85-2730902

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


190 West Tasman Drive
San Jose, CA						95134
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: 650-272-3233

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share

ACHR

New York Stock Exchange

Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share

ACHR WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in Item 8.01 below with respect to the issuance of the Resale Shares (defined below) is incorporated by reference into this Item 3.02.

Item 8.01 Other Events.

Vendor Share Issuances

On August 18, 2026, Archer Aviation Inc. (the “Company”) filed a prospectus supplement pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “SEC”), relating to shares of Class A common stock, $0.0001 par value per share (“Class A common stock”) that the Company issues to certain vendors from time to time in exchange for services rendered and/or goods purchased (the “Vendor Share Issuances”), as previously disclosed in its quarterly and annual reports. This prospectus supplement covers the resale of 8,261,273 shares (the “Resale Shares”) of Class A common stock, of the Company that were issued by the Company to the applicable vendors. The prospectus supplement forms a part of the Company’s Registration Statement on Form S-3 (No. 333-284812), which was originally filed with the SEC on February 11, 2025 (the “Registration Statement”). The Resale Shares were issued pursuant to stock purchase agreements, on or about August 17, 2026, by and among the Company and applicable vendors in connection with the Vendor Share Issuances. The Resale Shares were issued in reliance on Section 4(a)(2) of the Securities Act. The Company did not receive any cash proceeds from this issuance.

A copy of the legal opinion of Fenwick & West LLP relating to the validity of the Resale Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
5.1						Opinion of Fenwick & West LLP.
23.1						Consent of Fenwick & West LLP. (included in Exhibit 5.1).
104						Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ARCHER AVIATION INC.

Date: August 18, 2026	By:	/s/ Eric Lentell
	Name:	Eric Lentell
	Title:	Chief Strategy Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents